Immediately upon the Closing. Seller shall provide Buyer with full access to the Owned Real Property and each Leased Real Property, all keys, combinations, passwords, and codes to all locks, security devices and entrance doors. At the Closing, and at all times thereafter as may be necessary, Seller and Buyer shall execute and deliver such other instruments of transfer as shall be reasonably necessary to vest in Buyer title to the Acquired Assets free and clear of all Liens (other than Permitted Encumbrances), and such other instruments as shall be reasonably necessary to evidence the assignment by Seller and the assumption by Buyer or its designee of the Assumed Liabilities, including the Acquired Agreements. Each of Seller, on the one hand, and Buyer, on the other hand, shall cooperate with one another to execute and deliver such other documents and instruments as may be reasonably required to carry out the transactions contemplated by this Agreement. At the Closing, and at all times thereafter as may be necessary, Buyer shall cooperate with Seller (at Seller’s expense), at Seller’s request, to facilitate the procurement, possession and return to Seller of any Excluded Assets, including, without limitation, any equipment subject to any lease which does not constitute an Assumed Equipment Lease. If, following the Closing, Seller (i) receives or becomes aware that it holds any asset, property, or right that constitutes an Acquired Asset, then, at Buyer’s expense, Seller shall transfer such asset, property, or right to Buyer and/or, as applicable, one or more designees of Buyer as promptly as practicable after the Closing for no additional consideration and (ii) receives any payment on accounts receivable or proceeds of insurance included in the Acquired Assets, Seller shall hold such payment in trust and promptly (and in any event within two (2) Business Days following receipt thereof) pay the amount thereof to Buyer. To the extent any assets that should have been included with the Acquired Assets are not transferred at Closing, Seller shall cause such assets to be transferred to Buyer, at Seller’s expense.
Immediately upon the Closing. Buyer shall, or shall cause the Companies to, be responsible for all payroll obligations relating to the payment of the wages and salaries of the employees of the Companies, including, without limitation, paid time-off such as vacation and sick leave. Notwithstanding the foregoing, provided Buyer shall remit to IESG, on or before the respective dates indicated on Schedule 2.12(c) hereto, cash in the amounts specified on Schedule 2.12(c) hereto, which amounts (the "Estimated Interim Payroll Amount") represent IESG's good faith estimate of the aggregate wages and benefits payable to the employees of the Companies and any applicable employment taxes or other expenses relating thereto with respect to the respective Post-Closing Payroll Period, plus an aggregate administrative charge of $18,500 per month, then on March 18, 2003, with respect to the payroll period beginning on the Closing Date and ending on the close of business on March 21, 2003 (the "First Post-Closing Payroll Period") and each subsequent payroll period through the payroll period ending on the close of business on May 31, 2003 (unless sooner terminated pursuant to this Section 2.12(c)) as set forth on Schedule 2.12(c) (collectively with the First Post-Closing Payroll Period, the "Post-Closing Payroll Period"), IESG will remit to each employee then employed by either of the Companies, solely in its capacity as the payroll agent of the Companies, on the date set forth on Schedule 2.12(c) with respect to such Post-Closing Payroll Period (or, if any such date falls on a weekend, the date payroll normally is processed by IESG in such event) a check representing the actual wages and benefits earned by each such employee during the relevant Post-Closing Payroll Period, less all required taxes, deductions and withheld amounts with respect to such Post-Closing Payroll Period, and shall pay any such required taxes, deductions and withheld amounts to the appropriate governmental agency, employee benefit plan or other party. Upon IESG's request, Buyer shall provide such information to IESG that IESG reasonably deems appropriate to effectuate the foregoing, including, without limitation, the names and wages of each such employee of the Companies. The aggregate actual wages and benefits paid to such employees of the Company, and taxes, deductions and other required amounts withheld by IESG with respect to such employees during both Post-Closing Payroll Periods is referred to herein as the "Actual Interim Pa...
